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Directors Report of Medicamen Biotech Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 22nd Annual Report together with the Audited Accounts for the financial year ended 31st March 2015.

FINANCIAL HIGHLIGHT

(Rs. In Lacs)

Particulars 2014-15 2013-2014

Turnover 7800.33 7355.91

Other Income 110.04 60.62

Expenditure 7386.32 6917.06

Profit before Interest, Depreciation & 503.08 468.41

Preliminary Expenditure written off

Interest 281.32 289.60

Depreciation 209.67 160.93

Profit/(Loss) before Tax 12.09 17.87

Less : Provision for Deferred Tax (34.27) 5.04

Provision for Taxation-current 2.30 3.40

Provision for Taxation-Previous Year 0.00 0.00

Profit/(Loss) after Tax 44.06 9.42

Profit/(Loss) brought forward 535.82 526.40

From the previous year

Profit/(Loss) carried over to Balance Sheet 579.88 535.82

PERFORMANCE

During the year under review the turnover of your Company had increased to Rs. 78.00 Crores as compared to Rs. 73.55 Crores last year. Further, your Company has managed to earn a profit of Rs. 44.06 lacs as compared to last year Rs. 9.42 lacs.

DIVIDEND

Since profits of the Company have not sufficient to distribute as dividend, Directors do not recommend any dividend, for the financial year 2014-15.

RESERVES

During the financial year ended on 31st March, 2015 no such amounts being transferred to Reserve.

CAPITAL

The paid up equity capital as on March 31, 2015 was Rs.9,51,13,060/- divided into 95,11,306 equity shares of Rs.10/- each. During the financial year under review the Company had allotted 132700, Equity Shares and converted 4,65,000 convertible warrants in to equity shares of Rs.10/- each at a premium of Rs.1/-.

Subsequent to the closure of Financial Year, Company has converted balance 4,82,300 convertible warrants in to equity shares of Rs.10/- each at a premium of Rs.1/-.Consequent upon the conversion of warrants in to equity shares, the present paid up share capital of the Company is being increased to Rs.9,99,36,060/- divided into 99,93,606 equity shares of Rs. 10/- each.

DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

DIRECTORS'/KEY MANAGERIAL PERSONNEL (KMPs) APPOINTMENT/ RE-APPOINTMENT OR RESIGNATION

During the year under review Ms. Sharmila Chhikara, Company Secretary has resigned and in her place Ms. Kiran was appointed as Company Secretary of the Company w.e.f. 10.10.2014.

Sh. Bal Kishan Gupta, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible has offers himself for re-appointment. The board recommends his re-appointment.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013, the directors confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The directors have prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

STATUTORY AUDITORS

The Statutory Auditors of the Company M/s Ashok Sharma & Associates retire at the ensuing Annual General Meeting and being eligible for re-appointment have given their consent to be re-appointed.

SECRETARIAL AUDIT

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed M/s J. K. Gupta & Associates, a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as "Annexure A".

AUDITOR'S REPORT / SECRETARIAL AUDIT REPORT

Statutory dues were remained outstanding at the time Auditor's report was presented to the Board. Company has paid all the dues before 30.06.2015. Currently Company does not have any undisputed statutory dues outstanding as mentioned in the Secretarial Audit Report.

COST AUDITOR

The Board at its Meeting held on 30th May, 2015 upon the recommendation of Audit Committee, had appointed M/s HMVN & Associates, as Cost Auditors of the Company for the financial year 2015-2016 pursuant to provision of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Amendment Rules, 2014.

The Cost Auditor is expected to submit the Cost Audit Report for the year 2014-15, by the end of August this year.

CORPORATE GOVERNANCE

A detailed Corporate Governance Report is included in this annual report as per Clause 49 of Listing Agreement. The Company has obtained a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance. The same is annexed to this Annual Report.

BUSINESS RISK MANAGEMENT

Pursuant to section 134(3)(n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the Company has implemented an integrated risk management approach through which it reviews and assesses significant risks controls and mitigation in place. The Audit Committee has additional oversight in the area of financial risk and control. At present the Company has not identified any element of risk which may threaten the existence of the Company.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large, so there is no need to give disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred in sub-section(1) of the Section 188 of the Companies Act, 2015 in FORM AOC-2 (Pursuant to clause (h) of sub section (3) of Section 134 of the Companies Act, 2015 and Rule 8(2) of the Companies (Accounts) Rules, 2014.

The Board has formulated Policy on Related Party Transaction and the same is uploaded on the Company's website at www.medicamen.com

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure B".

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered office of the Company during business hours on working days of the Company up to the date of ensuing Annual General Meeting. If any Member is interested in inspecting the same, such Member may write to the Company Secretary in advance.

PERFORMANCE EVALUATION OF BOARD OF DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration Committees.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, accessible to built effective working relationships with the senior management etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department.

The Directors expressed their satisfaction with the evaluation process.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

MEETINGS

During the year Six Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, Company has appointed M/s VADS & CO., Chartered Accounts as Internal Auditor of the Company, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees and investments, if any covered under section 186 of the Companies Act, 2013 and it have been disclosed in the financial statements.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named as Vigil Mechanism /Whistle Blower Policy to deal with instance of fraud and mismanagement, if any.

In staying true to our values of Strength, Performance and Passion the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The Company has a Vigil Mechanism/Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The Vigil Mechanism/Whistle Blower Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre- clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

CORPORATE SOCIAL RESPONSIBILITY

Provision under section 135 of the Companies Act, 2013 and Rules made there under are not applicable to the Company. Hence, no disclosure on Corporate Social Responsibility was taken on record.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

The information pursuant to Section 134(m) of the Companies Act, 2013 read together with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto and forms part of this Report as Annexure "C".

ACKNOWLEDGEMENT

Your director's place their appreciation and gratitude for the help and co-operation extended to the Company by the Government Agencies, Union Bank of India, Medical Profession, dealers, customers, suppliers and shareholders. The board also places their appreciation for the dedicated performance rendered by the employees of the Company.

For and on behalf of the Board of Directors

Sd/- Sd/- Place: Delhi (B K Gupta) (Ashutosh Gupta) Date: 31.07.2015 Managing Director Whole Time Director (DIN: 00032772) (DIN:00039995)


Mar 31, 2014

To the Members,

The Directors have pleasure in presenting their twenty first Annual Report together with the Audited Accounts forthe financial yearended 31st March 2014.

FINANCIAL HIGHLIGHT

(Rs.In Lacs)

Particulars 2013 2012 2014 2013

Turnover 7355.91 6477.79

Other Income 60.62 73.20

Expenditure 6917.06 6542.32

Profit before Interest, Depreciation & 468.41 (69.33)

Preliminary Expenditure written off

Interest 289.60 260.53

Depreciation 160.93 157.69

Profit/(Loss) before Tax 17.87 (487.55)

Less : Provision for Deferred Tax 5.04 5.20

Provision for Taxation-current 3.40 0.00

Provision for Taxation-Previous Year 0.00 0.00

Profit/(Loss) after Tax 9.41 (492.76)

Profit/(Loss) brought forward 526.40 1019.16 From the previous year

Profit/(Loss) carried over to Balance Sheet 535.81 526.40

PERFORMANCE

During the year under review the turnover of your company had increased to Rs. 73.55 Crores as compared to Rs. 64.77 Crores last year. Further, your Company has managed to earn a profit of Rs. 9.41 lacs as compared to last year''s loss of Rs. 492.76 lacs.

DIVIDEND

YourDirectors have not recommended anydividend, forthe financial yearended March 31st 2014, on account of loss.

CAPITAL

During the financial yearended 31st March, 2014, to finance the working capital of the Company, the promoter along with some known non-promoters had inducted funds in to the Company by

subscribing to the equity capital of the Company. The Company had allotted 4,23,606 equity shares of Rs. 10/-each and 9,47,300 convertible warrants with an option of conversion into equal number of equity share of Rs. 10/- each within 18 months from the date of allotment to the Promoter group on preferential basis.

Consequent upon the allotment of equity shares, the paid up share capital of the Company is being increased to Rs. 8,91,36,060/-divided in to 89,13,606 equity shares of Rs. 10/-each.

CORPORATE GOVERNANCE

Adetailed Corporate Governance Report is included in this annual report as per Clause 49 of Listing Agreement. The Company has obtained a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance. The same is annexed to this Report.

DIRECTORS

Sh. Sanjay Bansal, director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. The board recommends his re-appointment.

Mr. Rajinder Kumar Gupta, director of the company is being re-appointed as Independent Director pursuant to Section 149 of the Companies Act, 2013 fora period of five years w.e.f. 30th September, 2014 and his period of office shall not be liable to retirement by rotation. The board recommends his re-appointment.

Dr. Munishwar Lai Parnami, director of the company is being re-appointed as Independent Director pursuant to Section 149 of the Companies Act, 2013 fora period of five years w.e.f. 30th September, 2014 and his period of office shall not be liable to retirement by rotation. The board recommends his re-appointment.

Ms. Harshita, director of the company is being re-appointed as Independent Director pursuant to Section 149 of the Companies Act, 2013 fora period of five years w.e.f. 30th September, 2014 and her period of office shall not be liable to retirement by rotation. The board recommends her re- appointment.

The period of office of Mr. Bal Kishan Gupta, Ashutosh Gupta and Mr. Jitendra Nath Ojha, executive directors, is made liable to determination by retirement of directors by rotation pursuant to Section 152 of the Companies Act, 2013.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA)of the Companies Act, 1956, the Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended on 31st March 2014 and of the Profitand LossAccountforthe period.

(iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the directors have prepared the annual accounts on a going concern basis.

AUDITORS AND AUDITOR''S REPORT

The Auditors of the Company M/s Ashok Sharma & Associates retire at the ensuing Annual General Meeting and being eligible for re-appointment have given their consent to be re-appointed. The Company has obtained certificate from them to the effect that their re-appointment if made shall be within the limits specified under section 224(1-B) of the Companies Act, 1956

The Auditors'' report is self- explanatory and does not require any further clarification.

COST AUDITOR

The board at its meeting held on 14th August, 2014 upon the recommendation of Audit Committee, had appointed M/s. HMVN & Associates, as Cost Auditors as per the Central Governments notifications for appointment of cost auditor, forthe financial year2014-2015.

The Cost Auditor is expected to submit the Cost Audit Report for the year 2012-13, by the end of Septemberthis year.

PERSONNEL

The industrial relations during the year have remained cordial. However the attrition rate has increased due to shortage of technical people in the industry. The exodus of technical people to tax free zone was a cause of concern. The Company had devised an effective retention policy to cope with the challenge.

The Central Government vide Notification No. G.S.R. 289(E) dated 31st March, 2011 read with General Circular No. 23/2011 dated 3rd May, 2011, amended the Companies (Particulars of Employees) Rules, 1975 and raised the limit of "Rs. 24 Lacs and above in the financial year or Rs. 2

Lacs per month" to "Rs. 60 Lacs and above in the financial year or Rs. 5 Lacs per month".

There is no employee who had drawn the above said remuneration during the financial year ended 31st March, 2014.

DEPOSIT

The Company has not accepted or invited deposits from public within the meaning of Section 58Aof the Companies Act, 1956 during the year under review.

ENERGY. TECHNOLOGY AND FOREIGN EXCHANGE

The information pursuant to Section 217(1)(e) of the Companies Act, 1956 read together with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto and forms part of this Report.

ACKNOWLEDGEMENT

Your director''s place their appreciation and gratitude for the help and co-operation extended to the Company by the Government Agencies, Union Bank of India, Medical Profession, dealers, customers, suppliers and shareholders. The board also places theirappreciation forthe dedicated performance rendered by the employees of the Company.

For and on behalf of the Board of Directors

Sd/- Sd/-

Place: Delhi (Bal Kishan Gupta) (Ashutosh Gupta) Date:14.08.2014 ManagingDirector WholeTimeDirector (DIN:00032772) (DIN:00039995)


Mar 31, 2013

To the Members,

The Directors have pleasure in presenting their nineteenth Annual Report together with the Audited Accounts for the financial year ended 31st March 2013.

FINANCIAL HIGHLIGHT

(Rs. In Lacs) Particulars 2012-2013 2011-2012

Turnover 6477.79 10124.03

Other Income 73.20 73.77

Expenditure 6542.32 9849.08

Profit before Interest, Depreciation &

Preliminary Expenditure written off (487.55) 277.38

Interest 260.53 191.49

Depreciation 157.69 150.21

Profit/(Loss) before Tax (487.55) (64.31)

Less : Provision for Deferred Tax 5.20 16.24

Provision for Taxation-current 0.00 0.00

Provision for Taxation-Previous Year 0.00 1.89

Profit/(Loss) after Tax (492.76) (82.45)

Profit/(Loss) brought forward

From the previous year 1019.16 1101.61

Profit/(Loss) carried over to Balance Sheet 526.40 1019.16

PERFORMANCE

During the year under review the turnover of your company had declined to Rs. 64.77 Crores as compared to Rs. 101.24 Crores last year. It registered a decline of around 36%. Further, your Company had also suffered loss of Rs. 4.92 crores as compared to last year''s loss of Rs. 82.45 lacs.

DIVIDEND

Your Directors have not recommended any dividend, for the financial year ended March 31st 2013, on account of loss.

CAPITAL

During the financial year ended 31st March, 2013, one of the allottee of convertible warrants had exercised his option for conversion of convertible warrants into equity shares & made the balance payment @ Rs.21.75/- each, in respect of 2,50,000 convertible warrants. The board at its meeting held on 15th September, 2012, converted & allotted 2,50,000 equity shares in lieu of equivalent convertible warrants.

However, the allottees of the 2,80,000 convertible warrants expressed their unwillingness to exercise the option of conversion of warrants into equity. The upfront payment of 25% of the offer price of convertible warrant was forfeited in accordance with the SBEI''s (ICDR) Guidelines.

Consequent upon the conversion & allotment of equity shares, the paid up share capital of the Company is being increased to Rs. 8,49,00,000/- divided in to 84,90,000 equity shares of Rs. 10/- each.

ETHICAL MARKETING

Your company had consolidated its ethical marketing & now concentrating on regions & products which are adding to the margins.

CORPORATE GOVERNANCE

A detailed Corporate Governance Report is included in this annual report as per Clause 49 of Listing Agreement. The Company has obtained a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance. The same is annexed to this Report.

DIRECTORS

Dr. M L Parnami, director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and is eligible for re- appointment. The board recommends his re- appointment.

Sh. Jitendra Nath Ojha, was appointed as Additional Director by the board at its meeting held on 30th May, 2013 & also appointed him Whole-time Director for a period of 3 years, w.e.f. 30th May, 2013, subject to approval of members at the forthcoming general meeting. The board recommends his regularization & appointment as Whole-Time Director.

Ms. Harshita, was appointed as Additional Director by the board by way of circular resolution deemed to be passed on 12th July, 2013. The board recommends her regularization & appointment as Director.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended on 31st March 2013 and of the Profit and Loss Account for the period.

(iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the directors have prepared the annual accounts on a going concern basis.

AUDITORS AND AUDITOR''S REPORT

The Auditors of the Company M/s Ashok Sharma & Associates retire at the ensuing Annual General Meeting and being eligible for re- appointment have given their consent to be re- appointed. The Company has obtained certificate from them to the effect that their re- appointment if made shall be within the limits specified under section 224(1-B) of the

Companies Act, 1956

The Auditors'' report is self- explanatory and does not require any further clarification.

COST AUDITOR

The board at its meeting held on 15th May, 2012 upon the recommendation of Audit Committee, had appointed M/s. HMVN & Associates, as Cost Auditors as per the Central Governments notifications for appointment of cost auditor, for the financial year 2012-2013.

The Cost Auditor is expected to submit the Cost Audit Report by the end of September this year.

The board at its meeting held on 30th May, 2012, upon the recommendation of Audit Committee had re-appointed M/s. HMVN & Associates, as Cost Auditor for the financial year 2013-14.

PERSONNEL

The industrial relations during the year have remained cordial. However the attrition rate has increased due to shortage of technical people in the industry. The exodus of technical people to tax free zone was a cause of concern. The Company had devised an effective retention policy to cope with the challenge.

The Central Government vide Notification No. G.S.R. 289(E) dated 31st March, 2011 read with General Circular No. 23/2011 dated 3rd May, 2011, amended the Companies (Particulars of Employees) Rules, 1975 and raised the limit of "Rs. 24 Lacs and above in the financial year or Rs. 2 Lacs per month" to "Rs. 60 Lacs and above in the financial year or Rs. 5 Lacs per month".

There is no employee who had drawn the above said remuneration during the financial year ended 31st March, 2013.

DEPOSIT

The Company has not accepted or invited deposits from public within the meaning of Section 58A of the Companies Act, 1956 during the year under review.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

The information pursuant to Section 217(1)(e) of the Companies Act, 1956 read together with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto and forms part of this Report.

ACKNOWLEDGEMENT

Your director''s place their appreciation and gratitude for the help and co-operation extended to the Company by the Government Agencies, Union Bank of India, Medical Profession, dealers, customers, suppliers and shareholders. The board also places their appreciation for the dedicated performance rendered by the employees of the Company.

For and on behalf of the Board of Directors

Sd/-

(B K Gupta)

Managing Director

Sd/-

Place: Delhi (Ashutosh Gupta)

Date: 13.08.2013 Whole-Time Director


Mar 31, 2012

The Directors have pleasure in presenting their nineteenth Annual Report together with the Audited Accounts for the financial year ended 31st March 2012

FINANCIAL HIGHLIGHT

(Rs. In Lacs)

Particulars 2011-2012 2010-2011

Turnover 10124.03 12297.29

Other Income 73.77 146.98

Expenditure 9849.08 11699.25

Profit before Interest, Depreciation &

Preliminary Expenditure written off 277.38 745.02

Interest 191.49 177.21

Depreciation 150.21 137.07

Profit/(Loss) before Tax (64.31) 430.73

Less : Provision for Deferred Tax 16.24 21.87

Provision for Taxation-current 0.00 129.71

Provision for Taxation-Previous Year 1.89 1.45

Profit/(Loss) after Tax (82.45) 277.69

Profit/(Loss) brought forward

From the previous year 1101.61 823.92

Profit/(Loss) carried over to Balance Sheet 1019.16 1101.61

PERFORMANCE

During the year under review your Company had a turnover of Rs. 101.24 Crores as compared to Rs. 122.97 Crores last year. It registered a decline of around 17.67%. Further, your Company had also suffered a loss (before tax) of Rs. 64.31 lacs as compared to last year's profit of Rs. 430 lacs.

DIVIDEND

Your Directors have not recommended any dividend, for the financial year ended March 31st 2012, on account of loss.

CAPITAL

During the financial year ended 31st March, 2012, one of the allottee of convertible warrants had exercised his option for conversion of convertible warrants into equity shares & made the balance payment @ Rs.21.75/- each, in respect of 3,52,400 convertible warrants. The board at its meeting held on 21st March, 2012, converted & allotted 3,52,400 equity shares in lieu of equivalent convertible warrants.

Consequent upon the conversion & allotment of equity shares, the paid up share capital of the Company is being increased to Rs. 8,24,00,000/- divided in to 82,40,000 equity shares of Rs. 10/- each.

ETHICAL MARKETING

Your Company's ethical marketing which was launched in January 2009, broadened in terms of product basket with 31 products and having its presence in Delhi, Haryana, Bihar, Western & Eastern U.P., Jharkhand and West Bengal with approximately 78 field persons.

On the future outlook front your company has set a target of covering the entire northern India in the couple of years to come.

CORPORATE GOVERNANCE

A detailed Corporate Governance Report is included in this annual report as per Clause 49 of Listing Agreement. The Company has obtained a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance. The same is annexed to this Report.

DIRECTORS

Sh. Piyush Kumar Gupta, Whole-Time Director had resigned from the directorship of the company and the board had accepted his resignation w.e.f. 11th August, 2011, at its meeting held on 7th August, 2012.

Sh. Anand Kumar Mishra, had been appointed as additional director with the designation as Directors-Works by the board at its meeting held on 7th August, 2012. The board upon the recommendation of remuneration committee has proposed his regularization as director & appointment as Whole-Time Director at the ensuing annual general meeting.

Sh. Rajinder Kumar Gupta, director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. The board recommends his re-appointment.

Sh. Sanjay Bansal, director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and is eligible for re- appointment. The board recommends his reappointment.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended on 31st March 2012 and of the Profit and Loss Account for the period.

(iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the directors have prepared the annual accounts on a going concern basis.

AUDITORS AND AUDITOR'S REPORT

The Auditors of the Company M/s Ashok Sharma & Associates retire at the ensuing Annual General Meeting and being eligible for re-appointment have given their consent to be re-appointed. The Company has obtained certificate from them to the effect that their re- appointment if made shall be within the limits specified under section 224(1-B) of the Companies Act, 1956

The Auditors' report is self- explanatory and does not require any further clarification.

COST AUDITOR

The board at its meeting held on 12th August, 2011 upon the recommendation of Audit Committee, had appointed M/s. HMVN & Associates, as Cost Auditors as per the Central Governments notifications for appointment of cost auditor, for the financial year 2011-2012.

The Cost Auditor is expected to submit the Cost Audit Report by 31st December, 2012, i.e. the due date for submitting the report.

The board at its meeting held on 15th May, 2012, upon the recommendation of Audit Committee had re-appointed M/s. HMVN & Associates, as Cost Auditor for the financial year 2012-13.

PERSONNEL

The industrial relations during the year have remained cordial. However the attrition rate has increased due to shortage of technical people in the industry. The exodus of technical people to tax free zone was a cause of concern. The Company had devised an effective retention policy to cope with the challenge.

The Central Government vide Notification No. G.S.R. 289(E) dated 31st March, 2011 read with General Circular No. 23/2011 dated 3rd May, 2011, amended the Companies (Particulars of Employees) Rules, 1975 and raised the limit of "Rs. 24 Lacs and above in the financial year or Rs. 2 Lacs per month" to "Rs. 60 Lacs and above in the financial year or Rs. 5 Lacs per month".

There is no employee who had drawn the above said remuneration during the financial year ended 31st March, 2012.

DEPOSIT

The Company has not accepted or invited deposits from public within the meaning of Section 58A of the Companies Act, 1956 during the year under review.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

The information pursuant to Section 217(1)(e) of the Companies Act, 1956 read together with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto and forms part of this Report.

ACKNOWLEDGEMENT

Your director's place their appreciation and gratitude for the help and co-operation extended to the Company by the Government Agencies, Union Bank of India, Medical Profession, dealers, customers, suppliers and shareholders. The board also places their appreciation for the dedicated performance rendered by the employees of the Company.



By the Order of the Board For Medicamen Biotech Ltd.

Sd/- B K Gupta Managing Director

Place: Delhi Date : 14.08.201


Mar 31, 2010

The Directors have pleasure in presenting their Seventeenth Annual Report together with the Audited Accounts for the financial year ended 31st March 2010

FLNANCIAL HIGHLIGHT

(Rs. In Lacs)

Particulars 2009-2010 2008-2009

Turnover 10161.07 8633.51

Other Income 75.58 9.86

Expenditure 9407.18 8225.95 Profit before Interest, Depreciation & Preliminary Expenditure written off 829.47 417.42

Interest 122.44 138.70

Depreciation 116.52 103.35

Profit/(Loss) before Tax 590.51 175.37

Less: Provision for Deferred Tax 8.38 9.74

Provision for Taxation-current 183.54 20.49

Provision for Fringe Benefit Tax 0.00 9.10

Provision for Taxation-Previous Year 0.96 (1.69)

Profif(Loss) available for appropriation 397.61 137.73

Profit/(Loss) brought forward

From the previous year 493.83 356.10

Profit/(Loss) carried over to Balance Sheet 823.92 493.83

PERFORMANCE

During the year under review your Company had a turnover of Rs. 101.61 Crores as compared to Rs. 86.34 Crores last year. It registered a growth of around 17.69%. Further, your Company had carried forward Rs. 8.23 Crores of Net Profit to the balance sheet.

Despite unpredicted increase in input cost such as material, labour and fuel charges your Company could manage to earn Net Profit of Rs. 3.97 Crores as compared to Rs. 1.37 Crores in 2008-09. The domestic sale increased by 59.78%. There was around 1.45% increase in export turnover.

DIVIDEND

Your Directors have recommended a dividend of 7.5% per Equity Share on the face value of Rs. 101- each, for the financial year ended March 31s 2010, amounting to Rs. 67,53,068/- (inclusive of corporate dividend tax of Rs. 9,61,850/-)-

Marketing/Ethical Marketing

Your Company launched its marketing division in January 2009, with 16 products in Delhi & Uttrakhand regions. Presently it is operating at Bihar, Delhi, Haryana, Uttrakhand and Western U.P.

The division has achieved a turnover of Rs.60 Lacs as projected since the inception of the division up to the closure of the financial year ending 31" March, 2010. The total cost being around Rs. 1.30 Crores. Approximately 55 persons are being engaged, involving a Vice- President, 10 Managers and 45 Marketing Representatives.

On the future outlook front your Company has set a target of covering the entire northern India by September 2010 with the staff of merely 100 marketing personnel. The future target is to make it a division worth Rs 5 Crores by 2012-13.

CORPORATE GOVERNANCE

A detailed Corporate Governance Report is included in this annual report as per Clause 49 of Listing Agreement. The Company has obtained a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance. The same is annexed to this Report.

DIRECTORS

Mr. Ashok Nayyar, director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and is eligible for re- appointment. The board recommends his re- appointment. Mr. Sanjay Bansal, director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. The board recommends his reappointment.

Mr. Piyush Kumar Gupta, was appointed as an additional director on the board of the Company w.e.f. 15"1 May, 2010 is to be regularized and appointed as Whole Time Director at the ensuing Annual General Meeting. The Board recommends his appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended on 31s March 2010 and of the Profit and Loss Account for the period.

(iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the directors have prepared the annual accounts on a going concern basis.

AUDITORS AND AUDITORS REPORT

The Auditors of the Company M/s Ashok Sharma & Associates retire at the ensuing Annual General Meeting and being eligible for re-appointment have given their consent to be re-appointed. The Company has obtained certificate from them to the effect that their re- appointment if made shall be within the limits specified under section 224(1-B) of the Companies Act, 1956

The Auditors report is self- explanatory and does not require any further clarification.

PERSONNEL

The industrial relations during the year have remained cordial. However the attrition rate has increased due to shortage of technical people in the industry. The exodus of technical people to tax free zone was a cause of concern. The Company had devised an effective retention policy to cope with the challenge. The information pursuant to Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is annexed hereto and forms part of this Report.

DEPOSIT

The Company has not accepted or invited deposits from public within the meaning of Section 58A of the Companies Act, 1956 during the year under review.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

The information pursuant to Section 217(1 )(e) of the Companies Act, 1956 read together with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto and forms part of this Report.

ACKNOWLEDGEMENT

Your directors place their appreciation and gratitude for the help and co-operation extended to the Company by the Government Agencies, Union Bank of India, Medical Profession, dealers, customers, suppliers and shareholders. The board also places their appreciation for the dedicated performance rendered by the employees of the Company.

For and on behalf of the Board of Directors

Sd/- (B K Gupta) Managing Director

Sd/- Place: Delhi (Ashutosh Gupta) Date: 12.08.2010 Whole-Time Director

 
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